Steven Abramson

About Steven Abramson

Steven V. Abramson, age 73, is President & Chief Executive Officer of Universal Display Corporation (OLED) and has served on the Board since May 1996; he previously served as President & COO from May 1996 to December 2007 and held senior roles at InterDigital and Roy F. Weston before joining OLED . Under his leadership, the company reported 2024 revenue of $648 million and net income of $222 million; a $100 investment in OLED from year-end 2019 was valued at $73.54 by 2024 versus $237.86 for the peer index, illustrating TSR underperformance in that period . Executive compensation is tightly linked to revenue, adjusted operating income, adjusted EBITDA and relative TSR via annual incentives and PSUs, with formal clawbacks and stringent anti-hedging policies .

Past Roles

External Roles

Fixed Compensation

Multi-year CEO compensation components:

Notes:

• 2024 initial base for plan purposes was $937,175, with a 125% target bonus; actual payout ≈146% of target, paid March 2025 .

Performance Compensation

Annual Incentive Plan (AIP) design and 2024 outcomes:

Long-term incentives (granted March 4, 2024):

• RSUs: 11,559 units; vest ratably 1/3 on Mar 4, 2025, 2026, 2027; GDFV ≈$2,000,054 .
• PSUs (target): 23,119 units; 3-year performance Jan 2024–Dec 2026; 50% cumulative adjusted EBITDA, 25% relative TSR vs Nasdaq Electronics Components Index, 25% cumulative gross margin; payout multiplier 0x–3x; vest in 2027 subject to employment .

Prior PSU cycle (granted Feb 16, 2022; performance Jan 2022–Dec 2024):

• Weighting: 50% adjusted EBITDA, 25% cash from operations, 25% relative TSR .
• Results: Adjusted EBITDA 0% of target; Cash from operations 109%; TSR at 72nd percentile, 275% of target; total PSU vesting equal to 96% of target for 2022 grants .

Equity Ownership & Alignment

Employment Terms

Board Governance

• Board Service, Independence, Roles:

  • Director since May 1996; currently President & CEO; not independent due to officer status .
  • CEO and Board Chair roles are separated; Board Chair is Sidney D. Rosenblatt; Lead Independent Director is Elizabeth H. Gemmill with active oversight and shareholder engagement .
  • Board and committees met regularly in 2024; all members attended ≥75% of meetings in aggregate .
  • CEO received no compensation for Board service in 2024 .

• Committee Structure and Oversight:

  • Independent committees include Audit, Human Capital (compensation), Nominating & Corporate Governance, Environmental & Social Responsibility, and Investment .
  • Human Capital Committee is fully independent, uses Korn Ferry as advisor, and administers equity, AIP, SERP, DCP .

Director Compensation

• For 2024, independent directors received cash retainers and equity; CEO (Abramson), as an officer-director, did not receive separate Board compensation .

Performance & Track Record

Highlights:

• 2024 AIP targets were set above 2023 results; company exceeded thresholds on revenue and adjusted operating income and achieved maximum KPI ratings, yielding ~146% of target payout for NEOs .
• 2022 PSU cycle vested at 96% of target driven by strong TSR vs index (72nd percentile) and cash from operations, despite EBITDA shortfall .

Compensation Structure Analysis

• Increased emphasis on objective financials in AIP (80% financial, 20% KPI) with targets above prior-year performance; no guaranteed bonuses; capped and thresholded payouts .
• Shift to RSUs and PSUs; options and SARs generally not granted; RSUs vest ratably, PSUs tied to 3-year adjusted EBITDA, TSR, and gross margin with 0x–3x multipliers; no repricing allowed without shareholder approval .
• Robust clawback policy aligned with Nasdaq rules; strict anti-hedging/short-selling policies; stock ownership guidelines enforced with sell restrictions until compliance .
• CIC agreements include double-trigger protection; notable excise tax gross-ups remain for CEO and certain NEOs; 280G/4999 implications disclosed .

Related Party Transactions and Red Flags

• No related-party transactions disclosed for Abramson; company discloses employment of David Rosenblatt (CFO’s family) and audits such items via the Audit Committee .
• Risk indicators: excise tax gross-up provisions in CIC (shareholder-unfriendly), significant SERP present value, and large potential CIC payouts; hedging prohibited; pledging not disclosed for Abramson .

Equity Ownership & Alignment Table (Detail)

Employment & Contracts Summary

Say-on-Pay & Shareholder Feedback

• Annual advisory vote (“say on pay”) conducted; Board recommends approval; shareholder outreach meetings with holders representing >35% of shares as of year-end 2024, led by Lead Independent Director, to refine compensation structure .

Compensation Committee Analysis

• Committee: Independent; chair Lawrence Lacerte; consulted Korn Ferry in 2024; administers AIP, equity plans, SERP, DCP; no interlocks or insider participation issues disclosed .

Investment Implications

• Near-term selling pressure risk: RSUs vest 1/3 each on Mar 4, 2025/2026/2027; PSUs from 2024 grant vest after FY2026, creating periodic liquidity events; anti-hedging rules constrain risk management, but ownership guidelines restrict sales until thresholds are met .
• Alignment vs entrenchment: Strong pay-for-performance (AIP and PSUs) with objective financial metrics and relative TSR; however, large CIC payouts and excise tax gross-ups (and substantial SERP PV) present governance and payout risk if control changes .
• Performance linkage: 2024 targets were set above 2023 results and partially met/exceeded; 2022 PSU cycle rewarded strong TSR and cash generation despite EBITDA shortfall, signaling balanced metrics but potential sensitivity to margin/EBITDA headwinds .
• Ownership: CEO beneficially holds 256k shares (<1%); significant unvested equity and compliance with stringent ownership guidelines underpin alignment; absence of pledging is positive .